United states

SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

1st Amendment



|[X] | Annual
    report pursuant to section 13 Or 15(d) of the securities exchange act of
    1934
|--- | --------------------------------------------------------------------------------------------



For the fiscal year ended May 31,
2014



|[  ] | transition report pursuant to section 13 Or 15(d) of the securities exchange act of 1934
|---- | ----------------------------------------------------------------------------------------



For
the transition period from  to



Commission file
number 333-169331



|Blue Spa Incorporated                                 
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|Incorporated
    in the State of Nevada                            |  | 00-0000000                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State
    or other jurisdiction of incorporation or organization) |  | (I.R.S.
    Employer Identification No.)
|                                                                   |  |                                         
|26/F Building A, Times Plaza 2 Zongfu Road, Chengdu, China         |  | 610016                                  
|(Address
    of principal executive offices)                       |  | (Zip
    Code)                          



Registrant’s
telephone number, including area code: 86-28-66847826



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Name
    of each exchange on which registered
|----------------------- |  | ---------------------------------------------
|None                    |  | N/A                                          



Securities
registered pursuant to Section 12(g) of the Act:



|common
    shares - $0.001 par value
|------------------------------------
|(Title
    of Class)                



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ]
Yes [X] No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ]
Yes [X] No



Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d)
of the Exchange Act from their obligations under those sections.



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the last 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

[X] Yes [  ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the
preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X]
Yes [  ] No



Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company in Rule 12b-2 of the Exchange Act.



|Larger
accelerated filer                      | [  ] | Accelerated
    filer     | [  ] | 
|--------------------------------------------- | ---- | ------------------------- | ---- | 
|Non-accelerated
filer                         | [  ] | Smaller
reporting company | [X]  | 
|(Do not check if a smaller reporting company) |      |                           |     



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[X]
Yes [  ] No



State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter: $270,000



State the
number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.





|Class                                |  | Outstanding
    at September 3, 2014
|------------------------------------ |  | ------------------------------------
|common
    shares - $0.001 par value |  | 7,000,000                           



Documents
incorporated by reference: Exhibit 3.1 (Articles of Incorporation); Exhibit 3.2 (By-laws); and Exhibit 3.3 (Certificate of Amendment);
all filed as exhibits to Blue Spa’s registration statement on Form S-1 filed on December 17, 2010.


















Blue
Spa Incorporated

Form
10-K/A

1stAmendment



EXPLANATORY
NOTE



This Form
10-K/A – 1st Amendment for the fiscal year ended May 31, 2014, which was originally filed on September 8, 2014
(the “Report”), is being filed (1) to revise Part II to include a signed report from Blue Spa’s independent
registered accounting firm in Item 8 - Financial Statements and Supplementary Data, and (2) to include updated certifications
in Exhibit 31 and Exhibit 32.



This amendment
to the Report does not alter any part of the content of the Report, except for the changes and additional information provided
in this amendment, and this amendment continues to speak as of the date of the Report. Blue Spa has not updated the disclosures
contained in this amendment to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of
this amendment is not a representation that any statements contained in the Report or this amendment are true or complete as of
any date subsequent to the date of the Report. This amendment does not affect the information originally set forth in the Report,
the remaining portions of which have not been amended. Accordingly, this Form 10-K/A should be read in conjunction with Blue Spa’s
filings made with the SEC subsequent to the filing of the original Form 10-K on September 8, 2014 (SEC Accession No. 0001493152-14-002883).



Blue Spa IncorporatedForm 10-K - 2014/APage 2







BLUE
SPA INCORPORATED

Financial
Statements

For
The Period September 4, 2009 (inception)

To
The Year Ended May 31, 2014

(Stated
in US Dollars)



Blue Spa IncorporatedForm 10-K - 2014/APage 3







PART
II



Item
8. Financial Statements and Supplementary Data.



BLUE
SPA INCORPORATED

(A
Development Stage Company)



Financial
Statements

May
31, 2014

(Audited)



Contents



|FINANCIAL
    STATEMENTS                                     |  |               
|------------------------------------------------------------ |  | --------------
|                                                             |  |               
|Report of Independent Accountant                             |  | 5             
|                                                             |  |               
|Balance Sheets                                               |  | F-1           
|                                                             |  |               
|Statements of Operations                                     |  | F-2           
|                                                             |  |               
|Statements of Stockholders’ Deficit and Comprehensive Income |  | F-3           
|                                                             |  |               
|Statements of Cash Flows                                     |  | F-4           
|                                                             |  |               
|Notes to Financial Statements                                |  | F-5
    – F-11



Blue Spa IncorporatedForm 10-K - 2014/APage 4







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders of

BLUE
SPA INCORPORATED



We
have audited the accompanying balance sheet of Blue SPA incorporated (the “Company”) a development stage company as
of May 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit and other comprehensive loss,
and cash flows for the years then ended , and for the period from September 4, 2009 (inception) through May 31, 2014. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.



We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. And audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management. As well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In
our opinion, the financial statements present fairly, in all material respects, he financial position of the Company as of
May 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, and for the period from
September 4, 2009(inception) through May 31, 2013, in conformity with United States generally accepted accounting
principles.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company in in the development stage and has limited operations. Its ability to continue
as a going concern is dependent upon its ability to obtain additional financing and/or achieve a sustainable profitable level
of operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty



|/s/ Dominic
    K.F. Chan & Co | 
|------------------------------ | 



Dominic
K.F. Chan & Co

Certified
Public Accountants

Hong
Kong, September 3, 2014



Blue Spa IncorporatedForm 10-K - 2014/APage 5







BLUE
SPA INCORPORATED

(A
Development Stage Company)



BALANCE
SHEETS



|                                                 |  | May 31, 2014 |          |   | May 31, 2013 |  
|------------------------------------------------ |  | ------------ | -------- | - | ------------ | -
|                                                 |  |              |          |   |              |  
|ASSETS                                           |  |              |          |   |              |  
|Current Assets:                                  |  |              |          |   |              |  
|Cash and cash equivalents                        |  | $            | 4,086    |   |              | $
|Prepaid expenses                                 |  |              | 274      |   |              |  
|                                                 |  |              |          |   |              |  
|TOTAL ASSETS                                     |  | $            | 4,360    |   |              | $
|                                                 |  |              |          |   |              |  
|LIABILITIES AND
    STOCKHOLDERS EQUITY          |  |              |          |   |              |  
|                                                 |  |              |          |   |              |  
|LIABILITIES                                      |  |              |          |   |              |  
|Current Liabilities:                             |  |              |          |   |              |  
|Accrued Liabilities - Note 4                     |  | $            | 14,381   |   |              | $
|Notes Payable - Note 6                           |  |              | 114,000  |   |              |  
|Interest Payable                                 |  |              | 12,458   |   |              |  
|                                                 |  |              |          |   |              |  
|TOTAL LIABILITIES                                |  |              | 140,839  |   |              |  
|                                                 |  |              |          |   |              |  
|Going Concern-Note 2                             |  |              |          |   |              |  
|                                                 |  |              |          |   |              |  
|STOCKHOLDERS’
    DEFICIT                        |  |              |          |   |              |  
|Common Stock - Note 5                            |  |              |          |   |              |  
|Par Value: $0.0001                               |  |              |          |   |              |  
|Authorized 500,000,000 shares                    |  |              |          |   |              |  
|Common Stock Issued 7,000,000                    |  |              | 700      |   |              |  
|Additional Paid in Capital                       |  |              | 16,300   |   |              |  
|Deficit Accumulated during the development stage |  |              | (153,479 | ) |              |  
|                                                 |  |              |          |   |              |  
|TOTAL
    STOCKHOLDERS’ DEFICIT                  |  |              | (136,479 | ) |              |  
|                                                 |  |              |          |   |              |  
|TOTAL
    LIABILITIES AND STOCKHOLDERS’ DEFICIT  |  | $            | 4,360    |   |              | $



See
accompanying notes to financial statements



Blue Spa IncorporatedForm 10-K - 2014/AF-1







BLUE
SPA INCORPORATED

(A
Development Stage Company)



STATEMENTS
OF OPERATIONS



|                                            |  |                  |           |   |                  |   |           | For
    the Period    | 
|------------------------------------------- |  | ---------------- | --------- | - | ---------------- | - | --------- | --------------------- | 
|                                            |  | For
    the      |           |   | For
    the      |   |           | September
    4, 2009 | 
|                                            |  | year
    ended   |           |   | year
    ended   |   |           | (inception)
    to    | 
|                                            |  | May
    31, 2014 |           |   | May
    31, 2013 |   |           | May
    31, 2014      | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|Administrative and other operating expenses |  | $                | (54,139   | ) |                  | $ | (21,685   | )                     | 
|Formation cost                              |  |                  | -         |   |                  |   | -         |                       | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|Operating loss before interest expenses     |  |                  | (54,139   | ) |                  |   | (21,685   | )                     | 
|Interest expenses                           |  |                  | (7,552    | ) |                  |   | (3,051    | )                     | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|Operating loss before income taxes          |  |                  | (61,691   | ) |                  |   | (24,736   | )                     | 
|Income Taxes                                |  |                  | -         |   |                  |   | -         |                       | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|Net loss and comprehensive loss             |  | $                | (61,691   | ) |                  | $ | (24,736   | )                     | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|Loss per share of common stock              |  |                  |           |   |                  |   |           |                       | 
|-Basic and diluted                          |  | $                | (0.008    | ) |                  | $ | (0.004    | )                     | 
|                                            |  |                  |           |   |                  |   |           |                       | 
|Weighted average shares of common stock     |  |                  |           |   |                  |   |           |                       | 
|-Basic and diluted                          |  |                  | 7,000,000 |   |                  |   | 7,000,000 |                       | 



See
accompanying notes to financial statements



Blue Spa IncorporatedForm 10-K - 2014/AF-2







BLUE
SPA INCORPORATED

(A
Development Stage Company)



STATEMENTS
OF STOCKHOLDERS’ DEFICIT

AND
COMPREHENSIVE INCOME



|                                       |  |        |           |  |        |   |     |            |  |   | Deficit        |  |  |       |         
|-------------------------------------- |  | ------ | --------- |  | ------ | - | --- | ---------- |  | - | -------------- |  |  | ----- | --------
|                                       |  |        |           |  |        |   |     |            |  |   | accumulated    |  |  |       |         
|                                       |  |        |           |  |        |   |     | Additional |  |   | during
    the |  |  |       |         
|                                       |  | Common |           |  |        |   |     | Paid-in    |  |   | development    |  |  |       |         
|                                       |  | Shares |           |  | Amount |   |     | Capital    |  |   | stage          |  |  | Total |         
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Balance, September 4, 2009 (Inception) |  |        | -         |  |        |   | -   |            |  |   | -              |  |  |       | -       
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Issuance of common stock               |  |        | 7,000,000 |  |        |   | 700 |            |  |   | 16,300         |  |  |       | -       
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Net loss and comprehensive loss        |  |        | -         |  |        |   | -   |            |  |   | -              |  |  |       | (17,906 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Balance, May 31, 2010                  |  |        | 7,000,000 |  |        | $ | 700 |            |  | $ | 16,300         |  |  | $     | (17,906 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Net loss and comprehensive loss        |  |        | -         |  |        |   | -   |            |  |   | -              |  |  |       | (21,500 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Balance, May 31, 2011                  |  |        | 7,000,000 |  |        | $ | 700 |            |  | $ | 16,300         |  |  | $     | (39,406 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Net loss and comprehensive loss        |  |        | -         |  |        |   | -   |            |  |   | -              |  |  |       | (27,646 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Balance, May 31, 2012                  |  |        | 7,000,000 |  |        | $ | 700 |            |  | $ | 16,300         |  |  | $     | (67,052 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Net loss and comprehensive loss        |  |        | -         |  |        |   | -   |            |  |   | -              |  |  |       | (24,736 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Balance, May 31, 2013                  |  |        | 7,000,000 |  |        | $ | 700 |            |  | $ | 16,300         |  |  | $     | (91,788 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Net loss and comprehensive loss        |  |        | -         |  |        |   | -   |            |  |   | -              |  |  |       | (61,691 
|                                       |  |        |           |  |        |   |     |            |  |   |                |  |  |       |         
|Balance, May 31, 2014                  |  |        | 7,000,000 |  |        | $ | 700 |            |  | $ | 16,300         |  |  | $     | (153,479



See
accompanying notes to financial statements



Blue Spa IncorporatedForm 10-K - 2014/AF-3







BLUE
SPA INCORPORATED

(A
Development Stage Company)



STATEMENTS
OF CASH FLOWS



|                                                 |  |                  |         |   |                  |   |         | For
    the period | 
|------------------------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | ------------------ | 
|                                                 |  | For
    the      |         |   | For
    the      |   |         | September 4, 2009  | 
|                                                 |  | year
    ended   |         |   | year
    ended   |   |         | (inception)
    to | 
|                                                 |  | May
    31, 2014 |         |   | May
    31, 2013 |   |         | May
    31, 2014   | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Cash Flows from
    operating activities:        |  |                  |         |   |                  |   |         |                    | 
|Net loss                                         |  | $                | (61,691 | ) |                  | $ | (24,736 | )                  | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Changes in current assets and liabilities        |  |                  |         |   |                  |   |         |                    | 
|Prepaid Expenses                                 |  |                  | (274    | ) |                  |   | -       |                    | 
|Accrued expenses                                 |  |                  | (4,289  | ) |                  |   | 188     |                    | 
|Interest payable                                 |  |                  | 7,552   |   |                  |   | 3,051   |                    | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Net cash used in operating activities            |  | $                | (58,702 | ) |                  | $ | (21,497 | )                  | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Cash Flows from
    financing activities:        |  |                  |         |   |                  |   |         |                    | 
|Proceeds from issuance of common stock           |  |                  | -       |   |                  |   | -       |                    | 
|Notes payable                                    |  |                  | 55,000  |   |                  |   | 27,000  |                    | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Net Cash generated from financing activities     |  | $                | 55,000  |   |                  | $ | 27,000  |                    | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Cash Flows from
    investing activities:        |  |                  | -       |   |                  |   | -       |                    | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Net increase in cash and cash equivalents        |  |                  | (3,702  | ) |                  |   | 5,503   |                    | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Cash and cash equivalents at beginning of period |  |                  | 7,788   |   |                  |   | 2,285   |                    | 
|                                                 |  |                  |         |   |                  |   |         |                    | 
|Cash and cash equivalents at end of period       |  | $                | 4,086   |   |                  | $ | 7,788   |                    | 



See
accompanying notes to financial statements





Blue Spa IncorporatedForm 10-K - 2014/AF-4







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|1. | Organization
                                         and Nature of Operations
|-- | ------------------------------------------------------------------------------



Blue
Spa Incorporated (“the Company”) was incorporated in the State of Nevada, USA on September 4, 2009. The Company is in
its early developmental stage since its formation and has not realized any revenues from its planned operations. The Company is
engaged in the development of an internet based retailer of a multi-channel concept combining a wholesale distribution with a
retail strategy. It plans to distribute quality personal care products, fitness apparel and related accessories.



The
Company has chosen a fiscal year end May 31.



|2. | Going
                                         Concern
|-- | ------------------------------------------------------



These
financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which
contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating
losses resulting in a deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance
sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet
its financing requirements, and the success of its future operations.



The
Company has accumulated a deficit of $153,479 since inception September 4, 2009, has yet to achieve profitable operations and
further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in
substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The
Company believes that the cash on hand will be able to meet its on-going costs in the next 12 months. The Company may seek additional
equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations
and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable
terms, if at all.



|3. | Summary
                                         of principal accounting policies
|-- | ---------------------------------------------------------------------------------



A
summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows:



Basis
of presentation



The
Company has not earned any revenue from limited principal operations. Accordingly, the Company’s activities have been accounted
for as those of a “Development Stage Entity” as set forth in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) 915. Among the disclosures required by FASB ASC 915 are that the Company’s
financial statements be identified as those of a development stage company, and that the statements of earnings, retained earnings
and stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.



The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United
States of America.



Blue Spa IncorporatedForm 10-K - 2014/AF-5







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|3. | Summary
                                         of principal accounting policies (Continued)
|-- | ---------------------------------------------------------------------------------------------



Use
of estimates



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management
makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when
the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate,
which is typically in the period when new information becomes available to management. Actual results could differ from those
estimates.



Foreign
currency translations



The
Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar.
At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange
rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in
effect at that date. The resulting foreign exchange gains and losses are included in operations.



Cash
and cash equivalents



The
Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original
maturities of three months or less to be cash equivalents.



Development
Stage Company



The
Company is a developmental stage company, and follows the guideline of the Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codifications (“ASC”) Topic 915 Development State Entities. All losses accumulated since inception
has been considered as part of the Company’s development stage activities.



Comprehensive
income



The
Company has adopted ASU 220 “Reporting Comprehensive Income”, which establishes standards for reporting and
display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its
Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners.



For
the year ended May 31, 2014 there are no reconciling items between the net loss presented in the statements of operations and
comprehensive loss as defined by ASU 220.



Blue Spa IncorporatedForm 10-K - 2014/AF-6







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|3. | Summary
                                         of principal accounting policies (Continued)
|-- | ---------------------------------------------------------------------------------------------



Loss
per share



The
Company reports basic loss per share in accordance with ASC Topic 260 Earnings Per Share (“EPS”). Basic loss per share
is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of
common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable
to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. All EPS presented
in the financial statements are basic EPS as defined by ASU 260, “Earnings Per Share”. There are no diluted net
income/ (loss) per share on the potential exercise of the equity-based financial instruments, hence a state of anti-dilution has
occurred. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.



Income
Taxes



The
Company follows the guideline under ASC Topic 740 Income Taxes. “Accounting for Income Taxes” which requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Since
the Company is in the developmental stage and has losses, no deferred tax asset or income taxes have been recorded in the financial
statements.



Website
Development Costs



The
Company recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”
that codified the American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”)
NO. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Relating to website
development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, “Accounting
for Website Development Costs”. The website development costs are divided into three stages, planning, development and production.
The development stage can further be classified as application and infrastructure development, graphics development and content
development. In short, website development cost for internal use should be capitalized except content input and data conversion
costs in content development stage.



Costs
associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be
amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related
to the development of website content will be charged to operations as incurred. Web-site development costs related to the customers
are charged to cost of sales.



Blue Spa IncorporatedForm 10-K - 2014/AF-7







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|3. | Summary
                                         of principal accounting policies (Continued)
|-- | ---------------------------------------------------------------------------------------------



Research
and Development Costs



Research
and development costs are expensed as incurred.



Fair
value of financial instruments



Fair
value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets
and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant
judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.



The
fair value of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and short term
note - related party, approximate their carrying values since they are short term in nature and they are receivable or payable
on demand.



Management
is of the opinion that the Company is exposed to significant interest or credit risks arising from the bank-held assets. The Company
is operating outside the United States of America and may have significant exposure to foreign currency risk due to the fluctuation
of the currency in which the Company operates and the U.S. dollar.



The
Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based
on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value
measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in
its entirety. These levels are:



| | ● | Level
1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. As of May 3 1, 2014,
the Company did not have any level 1 inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Level
                                         2—inputs are based upon quoted prices for similar instruments in active markets,
                                         quoted prices for identical or similar instruments in markets that are not active, and
                                         model-based valuation techniques (e.g. the Black-Scholes model) for which all significant
                                         inputs are observable in the market or can be corroborated by observable market data
                                         for substantially the full term of the assets or liabilities. Where applicable, these
                                         models project future cash flows and discount the future amounts to a present value using
                                         market-based observable inputs including interest rate curves, foreign exchange rates,
                                         and forward and spot prices for currencies and commodities. Our Level 2 instruments consists
                                         options issued for services. As of May 31, 2014, the Company did not have any level 2
                                         inputs.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ● | Level
                                         3—inputs are generally unobservable and typically reflect management’s estimates
                                         of assumptions that market participants would use in pricing the asset or liability.
                                         The fair values are therefore determined using model-based techniques, including option
                                         pricing models and discounted cash flow models. As of May 31, 2014, the company did not
                                         have any level 3 inputs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



The
carrying values of cash, accounts payable and loan payable approximate fair value because of the short-term nature of these instruments.
Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial
instruments.



Blue Spa IncorporatedForm 10-K - 2014/AF-8







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|3. | Summary
                                         of principal accounting policies (Continued)
|-- | ---------------------------------------------------------------------------------------------



Concentration
of credit risk



The
Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States
Dollars at a bank in the Slovenia that are not insured. The Company minimizes its credit risks associated with cash by periodically
evaluating the credit quality of its primary financial institution.



Recently
issued accounting pronouncements



The
Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,
which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently
issued would, if adopted, have a material effect on the accompanying financial statements.



|4. | Accrued
                                         expenses
|-- | ---------------------------------------------------------



Accrued
expenses as of May 31, 2014 and 2013 are summarized as follows:



|                        |  | May
    31, 2014 |        |  | May
    31, 2013 |  
|----------------------- |  | ---------------- | ------ |  | ---------------- | -
|                        |  |                  |        |  |                  |  
|Accrued audit fee       |  | $                | 10,000 |  |                  | $
|Accrued accounting fee  |  |                  | 1,575  |  |                  |  
|Accrued legal fee       |  |                  | -      |  |                  |  
|Accrued office expenses |  |                  | 2,806  |  |                  |  
|                        |  |                  |        |  |                  |  
|Total                   |  | $                | 14,381 |  |                  | $



|5. | Common
                                         stock
|-- | -----------------------------------------------------



During
the year ended May 31, 2014, no shares of common stock were sold. There were a total of 7,000,000 common stocks issued and outstanding
as of May 31, 2014. There were no warrants or stock options outstanding as of May 31, 2014.



Blue Spa IncorporatedForm 10-K - 2014/AF-9







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|6. | Notes
                                         payable
|-- | ------------------------------------------------------



There
are seven (7) unsecured promissory notes bearing interest at 8% per annum which are due on demand.



|Date               |  | Principal |        |  | Interest |   |       | Total | 
|------------------ |  | --------- | ------ |  | -------- | - | ----- | ----- | 
|                   |  |           |        |  |          |   |       |       | 
|October 6, 2010    |  | $         | 3,000  |  |          | $ | 877   |       | 
|February 22, 2011  |  |           | 1,500  |  |          |   | 393   |       | 
|May 17, 2011       |  |           | 7,500  |  |          |   | 1,825 |       | 
|September 16, 2011 |  |           | 5,000  |  |          |   | 1,083 |       | 
|November 4, 2011   |  |           | 5,000  |  |          |   | 1,028 |       | 
|March 15, 2012     |  |           | 10,000 |  |          |   | 1,769 |       | 
|December 14, 2012  |  |           | 13,000 |  |          |   | 1,350 |       | 
|                   |  |           |        |  |          |   |       |       | 
|Total              |  | $         | 45,000 |  |          | $ | 8,325 |       | 



There
are four (4) unsecured promissory notes bearing interest at 8% per annum which are due on demand, and convertible at a conversion
price of US$0.005 per share at the lender’s option. The convertible notes are at the same interest rate as promissory notes
that have no conversion feature.



|Date              |  | Principal |        |  | Interest |   |       | Total | 
|----------------- |  | --------- | ------ |  | -------- | - | ----- | ----- | 
|                  |  |           |        |  |          |   |       |       | 
|April 2, 2013     |  | $         | 14,000 |  |          | $ | 1,301 |       | 
|September 4, 2013 |  |           | 30,000 |  |          |   | 1,769 |       | 
|October 15, 2013  |  |           | 15,000 |  |          |   | 750   |       | 
|January 8, 2014   |  |           | 10,000 |  |          |   | 313   |       | 
|                  |  |           |        |  |          |   |       |       | 
|Total             |  | $         | 69,000 |  |          | $ | 4,133 |       | 



Blue Spa IncorporatedForm 10-K - 2014/AF-10







BLUE
SPA INCORPORATED

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

MAY
31, 2014



|7. | Income
                                         tax
|-- | ---------------------------------------------------



Potential
benefits of income tax losses have not been recognized in these financial statements because the Company cannot be assured it
is more likely-than-not it will utilize the net operating losses carried forward in future years.



Income
tax recovery differs from that which would be expected by applying the effective rates to net loss as follows:



|                                                                   |  |                  |         |   |                  |   |         | Cumulative
    from   | 
|------------------------------------------------------------------ |  | ---------------- | ------- | - | ---------------- | - | ------- | --------------------- | 
|                                                                   |  |                  |         |   |                  |   |         | Inception
    on      | 
|                                                                   |  |                  |         |   |                  |   |         | September
    4, 2009 | 
|                                                                   |  | May
    31, 2014 |         |   | May
    31, 2013 |   |         | to
    May 31, 2014   | 
|                                                                   |  |                  |         |   |                  |   |         |                       | 
|Net income (loss) for the period                                   |  | $                | (61,691 | ) |                  | $ | (24,736 | )                     | 
|Statutory and effective tax rates                                  |  |                  | 34      | % |                  |   | 34      | %                     | 
|                                                                   |  |                  |         |   |                  |   |         |                       | 
|Income tax expense (recovery at the Effective rate)                |  | $                | (20,975 | ) |                  | $ | (8,410  | )                     | 
|Tax losses carry forward                                           |  |                  | 20,975  |   |                  |   | 8,410   |                       | 
|Corporate income tax expense (recovery) recognized in the accounts |  | $                | -       |   |                  | $ | -       |                       | 



The
Company has accumulated net operating losses totaling approximately $153,497 for income tax purposes which expire starting in
2030. The components of the net deferred tax asset at May 31, 2014 and the statutory tax rate, the effective tax rate and the
amount of the valuation allowance are scheduled below:



|                                            |  | 2014 |         |   | 2013 |  
|------------------------------------------- |  | ---- | ------- | - | ---- | -
|                                            |  |      |         |   |      |  
|Cumulative net loss for income tax purposes |  | $    | 153,497 |   |      | $
|Statutory and effective tax rate            |  |      | 34      | % |      |  
|                                            |  |      |         |   |      |  
|Deferred tax asset                          |  | $    | 51,289  |   |      | $
|Valuation allowance                         |  |      | (52,189 | ) |      |  
|                                            |  |      |         |   |      |  
|Net deferred tax asset                      |  | $    | -       |   |      | $



|8. | Subsequent
                                         Events
|-- | ----------------------------------------------------------



We
have evaluated significant events and transactions that occurred during the period to the date of this report and have determined
that there were no events or transactions other than those disclosed in this report, if any, that would require recognition or
disclosure in our financial statements for the year ended May 31, 2014.



Blue Spa IncorporatedForm 10-K - 2014/AF-11







Signatures



In
accordance with the requirements of the Securities Exchange Act of 1934, Blue Spa Incorporated has caused this report to be signed
on its behalf by the undersigned duly authorized person.



| | Blue Spa Incorporated
| | ---------------------
| |                      
| | By:                  
| | Name:                
| | Title:               
| | Dated:               



Pursuant
to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Blue Spa Incorporated and in the
capacities and on the dates indicated have signed this report below.



|Signature                                                |  | Title                                                                                                                                                                                                                                                                                                                            |  | Date                                                       
|-------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|                                                         |  |                                                                                                                                                                                                                                                                                                                                  |  |                                                            
|/s/
                                         Law Yau Yau |  | President,
        Chief Executive Officer,
        Principal
        Executive Officer, Treasurer,
        Corporate
        Secretary,
        Chief
        Financial Officer,
        Principal
        Financial Officer, and
        Principal
        Accounting Officer
        Member
        of the Board of Directors |  | September
                                         12, 2014
|Law
        Yau Yau                                      |  |                                                                                                                                                                                                                                                                                                                                  |  |                                                            





Blue Spa IncorporatedForm 10-K - 2014/APage 6